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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 16, 2000
HMG WORLDWIDE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-13121 13-3402432
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(State or other jurisdiction (Commission File No.) (Employer
of incorporation) Identification No.)
475 Tenth Avenue, 12th Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 736-2300
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Item 5. Other Events
On June 16, 2000, HMG agreed to amend some of the terms of the 7%
Convertible Notes it issued to Societe Generale on March 15, 2000 and to amend
two related agreements. The original terms of the notes were described in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999, filed
with the Commission on March 30, 2000.
The principal changes to the notes and those agreements were as follows:
o Elimination of the minimum conversion price (previously set at $4.00 per
share).
o Elimination of the right of the holders of the notes to accelerate, or to
require HMG to repurchase, the notes if the price of a share of HMG's common
stock were to be less than $4.00.
o An increase in the maximum number of shares of HMG's common stock issuable
upon conversion of the notes and/or in payment of interest on the notes in
shares of HMG's common stock in lieu of cash, and the number of shares of
HMG's common stock to be reserved and set aside for issuance upon conversion
of the notes and/or in payment of interest on the notes in shares of HMG's
common stock in lieu of cash, to 2,595,000.
o The grant to HMG of the right to redeem the notes, to the extent they are
tendered for conversion at a conversion price of $2.50 or less, at 110% of
par value plus accrued but unpaid interest thereon.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(C) Exhibits
4.02 Form of Convertible Note.*
4.03 Form of Securities Purchase Agreement.*
4.04 Form of Registration Rights Agreement.*
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* Filed with Amendment No. 1 to the Company's Registration Statement on
Form S-3 (File No. 333-37100), filed on June 27, 2000, and incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 27, 2000 HMG WORLDWIDE CORPORATION
(Registrant)
By: /s/ Robert V. Cuddihy, Jr.
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Robert V. Cuddihy, Jr.
Chief Financial Officer
